Circuit Systems (India)Limited

ANNUAL REPORT 2 0 1 3-2 0 1 4 Circuit Systems (India)Limited

Board of Directors: CORPORATE INFORMATION Mr. Paresh Vasani Mr. Ambalal Patel Mr. Jayesh Shah Mr. Chetan Panchal Managing Director Independent Director Independent Director Independent Director Auditors : C. R. Sharedalal & Co Chartered Accountants 101-102, Parishram, 5-B, Rashmi Society, Mithakhali Six Road, Ahmedabad Gujarat 380 006. Bankers : Corporation Bank Regd. Office : A-1001/1002, Titanium Square, Thaltej Cross Road, S G Highway, Ahmedabad 380 054 Registrar & Share Transfer Agent : Cameo Corporate Services Limited Subramanian Building 1, Club House Road, Chennai 600 002 The ISIN of the Company s Equity shares is INE720H01010 Contents Page No. Notice 01-04 Director s Report 05-07 Management Discussion and Analysis 08-09 Corporate Governance Report 10-22 Auditor s Report 23-25 Balance Sheet 26 Statement of Profit and Loss 27 Cash flow Statement 28-29 Notes to Financial Statement 30-46 Consolidated Financial Statement 47-68 Statement under Section 212 69 E-mail Address Registration Form 70

NOTICE Notice is hereby given that the Eighteenth Annual General Meeting of the Members of the company will be held at the registered office i.e. Circuit Systems (India) Ltd., A-1001/1002, Titanium Square, Thaltej Cross Road, S G Highway, Ahmedabad 380 054 on 14 th Day of July, 2014 on Monday at 03.30 p.m. to transact the following business. Ordinary Businesses:- 1. To receive, consider and adopt the Audited Balance sheet as at 31 st March, 2014, Statement of Profit & Loss and Cash Flow Statement for the year ended on that date together with its Auditor s Report and Directors report thereon. 2. To appoint M/s Baheti Bhadada and Associates, Chartered Accountants, as Statutory Auditor of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of next annual general meeting and to fix their remuneration. SPECIAL BUSINESS: 3. To consider and if thought fit to pass with or without modification, the following resolution as Special Resolution: RESOLVED THAT pursuant to the provisions of Section 269, 309, 311 and other applicable provisions, if any, of the Companies Act, 2013, the consent of shareholders is herewith accorded to re-appointment of Mr. Paresh Vasani as Managing Director of the Company with effect from 1 st February 2014 for a period of 5 years, as well as the payment of salary, commission and perquisites (hereinafter referred to as remuneration ) upon he term and conditions as detailed as under and on the other terms and conditions as contained in the agreement, to be entered into between the Company and Mr. Paresh N. Vasani, entered on 1 February 2014, provides as under : I. The appointment shall be for a period of 5 years with effect from 1 st February, 2014 to 31 st January 2019. II. The Managing Director shall be entitled to the following remuneration including salary and the perquisites: a. Salary: Rs.30,00,000/- per annual i.e Rs. 2,50,000 per month, effective from 1 st February, 2014. For period less than a year, limit shall be pro-rated. b. Perquisites: In addition to above salary, managing director is entitled to following perquisites. c. Leave Travel Concession Return passage for self and family, in accordance with rules made by the company on this behalf, subject to changes from time to time. d. Medical Reimbursement Reimbursement of medical expenses or free medical services at the cost of company, for self or family members, either in India or any hospital abroad, as per the policy of the company. e. Use of Car, telephone, Club facility and other facilities The company may provide facility of car, telephone, club or any other facility to managing director of the company for its business or personal use, from time to time, as per the policy of company. Provided that total managerial remuneration including above perquisites shall not exceed limit prescribed under Section I of Part II of Schedule XIII to the Companies Act, 1956, or (as replaced by) Section I of Schedule V of Companies Act, 2013, as amended from time to time. Annual Report 2013-2014 1

f. Contribution to Provident Fund, Superannuation Fund or Annuity Fund: The contribution to Provident Fund, Superannuation Fund or Annuity Fund shall not be included in the computation of the ceiling on remuneration to the extent these singly or put together are not taxable under the Income Tax Act, 1961 or any other enactment for taxation of income thereafter. g. Gratuity: Gratuity payable shall not exceed half month s salary for each year of completed service subject to a ceiling of Rs.10,00,000/- as per the Payment of Gratuity Act, 1972 or as amended from time to time. h. Leave Encashment The Managing Directors shall be entitled to one-month leave for every completed year of service. Leave not availed for will be allowed to be encashed, as per policy of the company. i. Minimum Remuneration: In the event of absence or inadequacy of profits in any financial year, the remuneration to the Managing Director shall be as per the provisions contained in Para 2 of Section II of Part II of Schedule XIII to the Companies Act, 1956 as may be replaced by Section II of Part II of Schedule V of Companies Act, 2013. RESOLVED FURTHER THAT, notwithstanding anything herein above stated where in any financial year closing on or after March 31, 2014, during tenure of Mr. Paresh Vasani as Managing Director of the company, the company incurs loss or have inadequate profit for payment of above remuneration, the company shall pay the above remuneration as minimum remuneration but not exceeding limits specified under Section II of Part II of Schedule V to the Companies Act, 2013 or such other limit as may be prescribed by central office from time to time as minimum remuneration. RESOLVED FURTHER THAT, the Board is hereby authorized to alter and vary terms and conditions of appointment and/or remuneration subject to remuneration not exceeding limit specified under Section 197, read with Schedule V of Companies Act, 2013. 4. To consider and if thought fit to pass with or without modification, the following resolution as ordinary Resolution RESOLVED THAT, subject to provisions of Section 149 and other applicable provisions of Companies Act, 2013 including rules made there under including any notifications, circular or pronouncement made under said provisions, and subject to clause 49 of listing agreement including any pronouncement made by SEBI, the Board is hereby authorized to fill vacancy caused by retirement of Mr. Ambalal C Patel, Director, who retires by rotation and does not seek re-appointment. The said vacancy shall be filled within period of three months from passing this resolution and shall be subject to confirmation at general meeting of the company. By the Order of Board of Directors Place : Ahmedabad Date : 3 June 2014 (Paresh N. Vasani) Managing Director Notes: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THIS MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Proxies, in order to be effective, must be received at the Company s Registered Office not later than 48 hours before the commencement of the meeting. 2. During the period beginning 24 hours before the time fixed for the commencement of meeting and ending with conclusion of this meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the company provided that not less than three days of notice in writings has been given to the company. 2 Annual Report 2013-2014

3. Members / Proxies should fill in the Attendance Slip for attending the Meeting and they are requested to bring their Attendance Slip along with their copy of Annual Report to the Meeting. Members who hold shares in dematerialized form are requested to write their Client ID and DP ID and those who hold shares in physical form are requested to write their Folio Number in the Attendance Slip for attending the Meeting. 4. Ministry of Corporate Affairs (MCA) has taken a Green Initiative in the Corporate Governance by allowing paperless compliances by the Companies and has issued a circular No.17/2011 on April 21, 2011 stating that the service of documents including Annual Report to shareholders by a Company can be made through electronic mode. Further, Companies (Management and Administration) Rules 2014 has empowered company to send notice and annual reports through electronic mode. Keeping in view the underlying theme and to support this green initiative of Government in right spirit, company has decided to send notice and annual report to all members in electronic mode to all members whose e-mail id is registered with company or depository participant unless any member has specifically requested for hard copy of Annual Report. The members who have not registered their email addresses, so far, are requested to register their email address and changes therein from time to time, with the Depository through their concerned Depository Participants in case where they are holding shares in electronic forms. Other members are required to register their e- mail address with company in the form attached herewith either by post or e-mail. The said form is also available on the Company s website www.mycsil.com 5. Members holding shares in physical form are requested to advise any change of address immediately to the Company s Registrar and Share Transfer Agent, Cameo Corporate Services Limited, Subramanian Building, 1 Club House Road, Chennai 600 002 Members holding shares in electronic form must send the advice about change in address to their respective Depository Participant only and not to the Company or the Company s Registrar and Share Transfer Agent. 6. Members are requested to intimate to the Company, queries, if any, on the accounts at least 10 days before the date of the meeting to enable the management to keep the required information available at the meeting. 7. The relevant details as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, in respect of Directors seeking appointment / re-appointment as Directors under Item Nos. 3 are also annexed hereto. 8. The register of members will remain closer from Monday, 7 July 2014 to Friday, 11 July 2014 (Both Days inclusive) for reckoning voting rights at ensuing Annual General Meeting. 10. The Section on General Shareholder Information ( the said Section ) containing information of particular relevance to Shareholders forms a part of the Report on Corporate Governance. Attention of all Shareholders is accordingly drawn to the said Section. 11. Additional information in pursuant to clause 49 of the Listing Agreement with stock exchange in respect of directors seeking appointment or reappointment at the AGM is furnished and forms part of this notice. The Directors have furnished requisite consent for their appointment or re-appointment. 12. Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic mode are requested to update their PAN to their Deposit Participant. Members holding shares in Physical mode shall send copy of their PAN to R & T Agent of the company. 13. All documents referred to in the notice shall be available for inspection at Company s registered officer during 12 noon to 4 pm hours on working days up to the date of AGM. Members are requested to serve minimum 48 hours notice to inspect the same. Annual Report 2013-2014 3

Item No.3 CIRCUIT SYSTEMS (INDIA) LIMITED EXPLANATORY STATEMENT (Pursuant to Section 102(1) of the Companies Act, 2013) Mr. Paresh Vasani is Promoter of this company and working as director since 1995. He has completed his B.E. in Electronics and Communications from Gujarat University. He has completed M.S. in computer science from the University of Texas at Austin, USA. He has also served as Senior Design Engineer at Intel Corporation USA. He has been serving as Managing Director of the company since 1997. He has been over 33 years experience in various capacities in Printed Circuit Boards industry. He has been past president of Printed Circuit Board Association. His term had been expiring on 31 January 2014. His re-appointment has been recommended by Remuneration committee in its meeting held on 23 January 2014. On the basis of these recommendations and acknowledging contributions of Mr. Paresh Vasani in the growth of Company, the Board has approved his re-appointment managing director from 1 February 2014 to 31 January 2019 subject to approval by members. The terms of his appointment has already specified in proposed resolution no 4. The company has executed formal agreement in writing with Mr. Paresh Vasani codifying his terms of appointment. Copy of this agreement will be open for inspection during annual general meeting of the company. No other director, key managerial person or their relatives except Mr. Paresh Vasani is interested in this resolution. Item 4 Mr. A C Patel is working as independent director of the company since 2005. He has completed his term of five years as independent director of the company. He has expressed his desire to retire at ensuing AGM. The Board considers need to fill vacancy cause by Mr. A C Patel at the earliest. The Board requires consent of the members for the same. No other director except Mr. A C Patel is interested in this resolution. By the Order of Board of Directors Place : Ahmedabad Date : 3 June 2014 (Paresh N. Vasani) Managing Director ANNEXURE TO THE NOTICE NOTES ON DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AT THE 18TH ANNUAL GENERAL MEETING AS REQUIRED UNDER CLAUSE 49 OF LISTING AGGEREMENT ENTERED INTO WITH STOCK EXCHANGES. Profile of Directors being Re-appointed under Item Nos.3 the above Notice: Name of Director Mr. Paresh Vasani Date of Birth 6 th July 1967 Date of Appointment 8 February 1995 Qualification Expertise in Specific Functional Area M.S. in Computer Science He has worked as Senior Design Engineer at intel Corporation, USA. He has served as president of Printed Circuit Board Association. He has rich experience in Printed Circuit business since last 20 years Directorship in Other Companies 1. PCB Planet (India) Limited (Excluding Private & Foreign Companies) 2. Eurocircuits India Limited Membership/Chairmanship of Committee (includes only Audit Committee & Investor Grievances Committee) Shareholding as on March 14 Nil 98,93,180 Equity Shares 4 Annual Report 2013-2014

DIRECTORS REPORT To, The Members, Circuit Systems (India) Ltd., Your Directors have pleasure in presenting herewith the 18 th Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31 st March, 2014. Financial Results: (Rs. In Lacs) Particulars 2013-14 2012-13 Income from Operation (Net of Excise) 2477.49 2611.02 Other Income 35.24 26.33 Profit before Interest, Depreciation and Tax 288.79 241.16 Less: Interest and Financial Charges (92.49) (144.01) Less : Depreciation (155.67) (144.95) Profit from operations 40.62 (46.66) Exceptional Items 0.00 (406.50) Profit for the year before tax 40.62 (453.16) Add/(Less) : Provision for taxation (9.55) 1.01 Profit for the year after Tax 31.07 (452.15) DIVIDEND : The dividend payout for the year under the review has been formulated in accordance with the company s policy to pay substantial dividend linked to long term performance, keeping in view the company s need for capital for its growth plans and the intent to finance through internal accruals to maximum. Your directors have always wished to appreciate the trust and faith of its members by improving the performance of the Company. Even though, the company has moderate profit in the current year, your directors consider need of funds in future for capital expansion. Therefore, your directors do not recommend any dividend during the year under consideration. BUSINESS SCENARIO: In recent years, the company has adopted a strategy to focus on small and medium volume segment. Due to this, there is marginal 5% fall of sales during current financial year. Your directors believe that with the help of ongoing operational improvement and cost reduction, company will consolidate its position in near future. BUY BACK During the year, the company has bought back 18,30,984 equity shares at Rs. 8 per share having face value of Rs. 10 each. Buy back was authorized by Board of Directors in its meeting dated 23 October 2013 and completed on 31 December 2013. The Company has transferred Rs. 1,83,09,840 as Capital Redemption Reserve and Rs. 36,61,968 to capital reserve during current financial year. SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENT: In accordance with the General Circular No.2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Accounts and other documents of the subsidiary company are being attached with the Annual Report of the Company. The financial information of the subsidiary companies is attached along with the consolidated financial statement in compliance with Annual Report 2013-2014 5

the said circular. The Company will provide the annual accounts of its subsidiary companies and the related detailed information on the specific request made by any shareholders and the said annual accounts are open for the inspection at the registered office of the Company during office hours on all working days, except Sundays and holidays, between 2.00 p.m. and 4.00 p.m. As required under Clause 32 of Listing Agreement with the stock exchange(s) and in accordance with the requirements of Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, the Company has prepared Consolidated Financial Statements of the Company and its subsidiary and is included in the Annual Report. PUBLIC DEPOSITS: During the year under review, the Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 or rules made there under. INSURANCE: All the existing properties including Plant and Machineries, Building and stocks are adequately insured. DIRECTORATE: Pursuant to the provisions of Section 256 of the Companies Act, 1956 Mr. Ambalal C. Patel, Director of the Company, retires at the ensuing Annual General Meeting of the Company and is eligible for reappointment. The Board recommends their reappointment as Directors of the Company. AUDITORS: M/s. C. R. Sharedalal., Chartered Accountants, Ahmedabad, Statutory Auditors of the Company retires at the ensuing Annual General Meeting. They have not opted for re-appointment. Members are requested to appoint M/s Baheti Bhadada and Associates, Chartered Accountants as statutory auditor of the company from current annual general meeting till end of next annual general meeting. The board has received letter from them to the effect that their appointment if made will be within limits specified u/s. 224(1B) of Act. AUDITORS REPORT: The observations made in the Auditors Report are self explanatory and therefore, need not require any further comments under section 217 of the Companies Act, 1956. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed. (i) That in the preparation of Accounts for financial year ended on 31 st March, 2014 the applicable Accounting Standards have been followed along with proper explanation relating to material departures; (ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31 st March, 2014 and of the profit of the Company for the year ending on that date; (iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) That the Directors have prepared the accounts for the financial year ended 31 st March, 2014 on a going concern basis. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: o Energy Conservation Measures: Your Company uses electric energy for its machineries installed at the work premises and office equipments at office premises. All possible measures have been taken to conserve energy by using latest technology, which is most efficient and conservative in absorbing the energy. 6 Annual Report 2013-2014

o Foreign Exchange Earnings and Outgo: Rs. In Lacs Particulars 2013-14 2012-13 1. Foreign Exchange Earned During the year : Exports 11686999 21008707 2. Foreign Exchange Outgo : Exhibition Expense - 114551 Repairs and Maintenance Machinery 512101 44040 Interest on Buyer s Credit 103221 621945 Travelling Expense 764149 1414475 Sales Commission Export 23928 569388 Foreign Bank charges 62097 64551 Imports (CIF) 87962803 115937539 PARTICULARS OF EMPLOYEE: During the year, there were no employees, within the organization, who were in receipt of remuneration exceeding Rs. 60,00,000/- p.a. or if employed for part of the year drawing remuneration in excess of Rs. 5,00,000/- p.m, as prescribed under Section 217(2A) of Companies Act, 1956 read with Companies ( Particulars of Employees) Rules, 1975 CORPORATE GOVERNANCE : The Company has generally implemented the procedure and adopted practices in conformity with the Code of Corporate Governance as enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. The Management Discussion & Analysis and Corporate Governance Report are made a part of the Annual Report. A Certificate from the Practicing Company Secretaries regarding compliance of the conditions of the Corporate Governance is given in annexure, which is attached hereto and forms part of Directors Report. COST AUDIT : The Company is required to maintain Cost Records u/s 209 of Companies Act, 1956. The Company has appointed M/s S A Associates, Cost Accountants as cost auditor of the company to audit cost records for year 2013-14. The Company will obtain cost audit report in due course. ACKNOWLEDGEMENT: Your Directors take this opportunity to acknowledge with gratitude for the trust reposed in the Company by the Shareholders, Investors and Readers/Customers, Corporations and Government Authorities. Directors of your Company specifically express their gratitude to the Bankers, which has extended their full support to the Company. Further, Your Directors also keenly appreciate the dedication & commitment of the Employees of the Company. FOR AND ON BEHALF OF THE BOARD, Place : Ahmedabad Paresh Vasani Jayesh Shah Date : 3 June 2014 Managing Director Director Annual Report 2013-2014 7

MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis Report forms part of the Director s Report. Forward Looking Statements : This report contains forward looking statements, which may be identified by their use of words like plans, expects, will, anticipate, believes, intends, projects, estimates, or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the company s strategy for growth, product development, market position, expenditures and financial results, are forward looking statements. Forward looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The company s actual results, performance or achievements could thus differ materially from those projected in any such forward looking statements. The company assumes no responsibility to publicly amend, modify, or revise any forward looking statements on the basis of any subsequent developments, information or events. Introduction: Circuit Systems (India) Ltd. was incorporated in 1995 to manufacture world class Professional Grade Printed Circuit Boards in Gandhinagar, Gujarat. The Company has been recognized as one of the reliable quality PCB manufacturing companies. Company is aggressively pushing its capacity and capability in global market. Business Outlook: Though having business risks and threats as faced in earlier year, Company is taking measures to sustain momentum both in the short and long term. The Company is adequately equipped with the necessary strengths in its business operations to successfully counter the various risks and threats that could in any way derail the overall positive industry forecasts. The Company is continuously making efforts in improving its operational. Outlook on Opportunities: Due to the nature of the industry and its volatility, your company is planning to focus on technology and deploy its resources carefully and in right directions. Your company will look forward to adding new customer base and focus on its niche. Threats, Risks and Concerns: The major risks and threats for our Company are related to Global Economic trends & progress along with individual Country s economic conditions. The major risks, which may have impact on company s business, are as follows: (1) Indian Economy and International Economic trends. (2) Foreign currency rate fluctuations (3) Interest rate fluctuations and high rates of inflations. (4) The other risks may be the risks of natural calamities, like flood, earth quakes, terrorist attacks, riots or any other natural disasters. Business and Operational Risk: PCB Industry is very sensitive looking to the sentiments of demand-supply chain, trusted quality, and customer confidence is directly linked with economic factors like consumer reliance, technology and its upgradation, inventory controls etc. Industry segments like industrial electronics including but not limited to Instrumentation, Telecom, Power Supply, LED, Defense1 and Aerospace are expected to generate more demand on a healthy levels. 8 Annual Report 2013-2014

Financial Risk: Your company is making every possible effort to improve the risk management of its finances. Your company is improving its inventory management, stock, and work in Process. Your company has opted not to increase its exposure. Your company is grateful to its vendors for their outstanding support and service. Your company has developed a strong relationship with its vendors over a period of time. Results of Operations for the year 2013-14: The Company has earned revenues of Rs. 2477.49 Lacs in 2013-14 as compared to Rs. 2611.02 Lacs last year. Though overall sluggish global economic scenario, Company has sustained its revenues and income during the year. Capacity Utilization: Your company is continuously monitoring costs and efficiency associated to its capacity. The Company also plans to implement lean manufacturing practices and reduce overheads to drive the growth of production. Last year your company adopted a flexible capacity utilization scheme by developing a state of the art forecasting system. This has been a great tool to improve our operational efficiency and output with less stress on capacity. Your company plans and is continued to focus on this innovative tool for the coming years. Contingent Liability: Details of Contingent Liabilities are given in Notes 27 of the Notes to the financial statement. Internal Control: Circuit Systems has a defined organization structure and has a robust internal control systems and processes in place for smooth functioning and controlling the conduct of the business. Company has developed well documented policy guidelines with predetermined authority levels. An extensive system of internal controls to ensure optimal utilization of resources and accurate reporting of financial transactions and strict compliance with applicable laws and regulations has also been implemented. In order to ensure that all checks and balances are in place and all internal control systems are in order regular and exhaustive internal audits are conducted by experienced firm of Chartered Accountants in close coordination with the Company s own internal Audit systems implemented within the organization. Besides, company has Audit Committee to keep a close watch on compliance with internal control systems. The Company has put in place sufficient systems to ensure that assets are safeguarded against loss from unauthorized use or disposition and that the transactions are authorized, recorded, and reported correctly. This system will go a long way in reinforcing the commitment towards the shareholders, Government Agencies, Banks, Creditors by adopting best corporate Governance practices in respect of internal controls over financial reporting. Industrial Relations and Human Resource Management: Industrial Relations remained focused on best customer services, adopting business ethics values at all levels of organization and developing potential business relations across the world. The development of human resources is a key strategic challenge in order to prepare people for future responsibilities in terms of technical, managerial, professional and business skills. The Company is regularly investing in human capital for training of manpower for upgrading their skills. FOR AND ON BEHALF OF THE BOARD, Place : Ahmedabad Paresh Vasani Jayesh Shah Date : 3 June 2014 Managing Director Director Annual Report 2013-2014 9

COMPANY S PHILISOPHY ON CODE OF GOVERNANCE CIRCUIT SYSTEMS (INDIA) LIMITED REPORT ON CORPORATE GOVERNANCE The Company s philosophy on investor service and protection envisages the attainment of the highest levels of transparency, accountability and equity, in all facets of its operations and in all its interactions with its stakeholders including shareholders, employees, and the government and lenders. The Company is committed to achieving the highest standards of corporate governance. The Company believes that all its operations and actions must serve the underlying goal of enhancing overall shareholder value, over a sustained period of time. The Company continues to take necessary steps towards achieving this goal. Our Company s philosophy lies in following best Corporate Governance policies. The Company believes in developing and maintaining good business ethics, innovative ideas, customer values, professional pride, marketing strategies, and best quality products. It aims to increase and sustain its corporate value through growth and innovation. BOARD OF DIRECTORS i. Composition - As on the date, the Company has four directors with an Executive Managing Director. Out of total 4 board members, 3 [75%] are non executive and independent directors, who are acknowledged as leading professional in their field. The composition of Board is in compliance with the requirements of Clause 49(1)(A) entered into with Bombay Stock Exchange Limited. (BSE) The Company has an Executive Managing Director who is taking first lead on growth of overall business and penetrating true business opportunities at all levels. - The details of attendance of each director at the last Annual General Meeting and details of number of other directorship and chairmanship/membership of Board/Committee of each Director are as under: Name of Director Category Attendance No. of Directorships No. of Board/ & at the Board in other Committee 2 Designation Last AGM Meetings Indian membership as at attended Public 31 st March, 2014 Companies (Other than as at Circuit Systems 31-03-2014 1 (India) Ltd. Chairman Member Mr. Paresh N. Vasani Promoter, Executive Yes 5 2 Nil Nil & Managing Director Mr. Ambalal C. Patel Non Executive & No 5 10 2 2 Independent Director Mr. Jayesh H. Shah Non Executive & Yes 6 3 Nil Nil Independent Director Mr. Chetanbhai Panchal Non Executive & No 5 1 Nil Nil Independent Director 1. Excludes Directorship in Private/Foreign Companies and Companies incorporated under section 25 of the Companies Act, 1956. 2. Represents membership/chairmanship of the Audit Committee and Shareholder/Investor Grievance Committee of other Public Company. 10 Annual Report 2013-2014

ii. Disclosure of Relationship between directors inter se Name of Directors Relationship with other Directors Mr. Paresh N Vasani Mr. Ambalal C Patel Mr. Jayesh H Shah Mr. Chetan J Panchal Not, in any way, concerned/ interested/ related with any of the other Directors of the Company. Not, in any way, concerned/ interested/ related with any of the other Directors of the Company. Not, in any way, concerned/ interested/ related with any of the other Directors of the Company. Not, in any way, concerned/ interested/ related with any of the other Directors of the Company. iii. Number and Dates of Board Meetings Held - During the year, Six Board meetings were held, details of which are given in the table below: Date of Board Meeting 25/05/13 10/08/13 23/10/13 30/12/13 09/01/14 23/01/14 No. of Directors present 4 3 4 3 4 3 Board Strength 4 4 4 4 4 4 - As per the requirement of Clause 49 of the Listing Agreement the Company has held one Board meeting in every quarter and the maximum time gap between any two meetings was not more than four months. - The information as required under Annexure IA to Clause 49 of the Listing Agreement is made available to the Board. The agenda and the papers for consideration at the Board meeting are circulated to the Directors in advance before the meetings. Adequate information is circulated as part of the Board papers and is also made available at the Board Meetings to enable the Board to take informed decisions. Where it is not practicable to attach supporting/relevant document(s) to the Agenda, the same are tabled at the meeting and specific reference to this is made in the Agenda. CEO AND CFO CERTIFICATION In compliance of the Clause 49 of the Listing Agreement the Managing Director gives annual Certification on financial reporting and internal Control to the Board. As per the requirement of Clause 41 of the Listing agreement the Managing Director also gives quarterly Certification on financial results while placing the financial results before the Board. RISK MANAGEMENT POLICY The Company has formulated a Corporate Policy applicable to its Indian operations and duly approved by the Board of Directors in compliance with the requirement of the revised Clause 49 of the Listing Agreement with the Stock Exchanges. Audit Committee and Board Members are reviewing and updating the said Policy every quarter. CODE OF CONDUCT The Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of the Company in compliance with Clause 49(I)(D) of the Listing Agreement. Annual Report 2013-2014 11

AUDIT COMMITTEE (i) Brief Description of Terms of Reference : CIRCUIT SYSTEMS (INDIA) LIMITED The terms of reference and powers of the Audit Committee are in compliance with the provisions of the Corporate Governance under Section 292A of the Companies Act, 1956 and as per the requirements of Clause 49 of the Listing Agreement. Minutes of the Audit Committee are circulated and discussed at the Board Meetings. The powers of Audit Committee includes following. (a) to investigate any activity of the company within its terms of reference, (b) to seek information from any employee, (c) to obtain outside legal or other professional advice, (d) to secure attendance of outsiders with relevant expertise, if it considers necessary. (ii) Composition of Audit Committee: Out of Audit Committee members, two are Independent - Non-executive Directors. The quorum for the Audit Committee Meeting is two members personally present. Mr. Jayesh Shah is the chairman of the Committee. He is having graduation in commerce and Diploma in Taxation Practice. He is having experience of about 22 years of finance and taxation. He has wide knowledge of accounts and taxation. Mr. Paresh N. Vasani is also an Engineer with good business acumen. Mr. Chetan Panchal is engineer and having good knowledge of business and industry. All the Members of the Committee are financially literate within the meaning of explanation to Clause 49(II) (A) of the Listing Agreement. The Audit Committee comprising the team of independent Directors was constituted by the Board of Directors in its meeting held on 05-12-2005 and was re-constituted on 28 th July, 2008 than again reconstituted on 8 th February 2012 as under: Sr. No Name of the Director Designation Nature of Directorship 1 Mr. Jayesh H. Shah Chairman Independent and Non-executive 2 Mr. Chetanbhai Panchal Member Independent and Non-executive 3 Mr. Paresh N. Vasani Member Executive Director (iii) Meetings and Attendance during the year : The Audit committee met for six times in year. Time gap between two meetings were not more than 4 months. There is minimum one meeting in each quarter of year. The dates and attendance of each meeting is as follows. No Name of the Members Designation 25/05/13 10/08/13 23/10/13 23/01/014 1. Mr. Jayesh H Shah Chairman Yes Yes Yes Yes 2. Mr. Chetan J Panchal Member Yes Yes Yes No 3. Mr. Paresh N Vasani Member Yes Yes Yes Yes (iv) Internal Audit & Control M/s Baheti Bhadada & Associates, Chartered Accountants were the internal Auditor of the company during the year. The report of the Internal Auditors was regularly placed before the Audit Committee 12 Annual Report 2013-2014

along with the comments of the management on the action taken by them on performance and workings of various departments within organization. Internal Auditor is empowered to attend meetings of Board or any committee constituted there under. The Audit Committee has given an assurance to the Board that the adequate internal control procedures and financial disclosures in line with the size of the company exist within the organization and it is in conformity with the requirements of the Listing Agreement with Bombay Stock exchange. The Board is in the process of appointing new internal auditor SHAREHOLDERS & INVESTORS GRIEVANCE COMMITTEE (i) Brief Description of Terms of Reference The Company has constituted Shareholders /Investors Grievance Committee to redress the complaints of the investors in respect of matters pertaining to non-receipts of annual reports, dematerialization of shares, non-receipt of dividends etc. Powers and Role of Committee - Committee is empowered to collect the relevant information from all departments, which would be useful to satisfy the requirements of the shareholders. - Give required information to shareholders and solve the problems, complaints, grievances etc. of the shareholders promptly. - Look into redressal of shareholders complaints like delays in transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends, etc. - Oversees the performance of the Registrar and Transfer Agents and recommends measures for overall improvement in the quality of investor services. (iii) Composition of the Investors Grievance Committee The Shareholders Grievance Committee was constituted by the Board of Directors on 5 th December 2005, 3 rd December 2011, 8 February 2012 and reconstituted on 22 nd December 2012. The reconstituted committee is as under. Sr. No. Name of the Director Designation Nature of Directorship 1 Mr. Chetankumar Panchal Chairman Non Executive, Independent 2 Mr. Jayesh Shah Member Non Executive, Independent 3 Mr. Ambalal C Patel Member Non Executive Director (iv) Meetings and Attendance during the year : The committee met for four times in year. Time gap between two meetings were not more than 4 months. There is minimum one meeting in each quarter of year. The dates and attendance of each meeting is as follows. No. Name of the Members Designation 25/05/13 10/08/13 23/10/13 23/01/13 1. Mr. Chetan J Panchal Chairman Yes Yes Yes Yes 2. Mr. Jayesh H Shah Member Yes Yes Yes Yes 4. Mr. Ambalal C Patel Member Yes No Yes No Annual Report 2013-2014 13

(v) Other Information CIRCUIT SYSTEMS (INDIA) LIMITED - To expedite the process of share transfer, transmission, split, consolidation, dematerialization and dematerialization etc. of securities of the Company, the Board of Directors has delegated the powers of approving the same to the Company s R & T Agent Cameo Corporate Services Limited under the supervision and control of Mr. Paresh N. Vasani, Compliance Officer who is placing a summary statement of transfer/transmission, etc. of securities of the Company at the meetings of the said Committee. - In pursuance of SEBI (Prohibition of Insider Trading) Regulations, 1992, the Board has approved the Code of Conduct for Prevention of Insider Trading and Mr. Paresh Vasani has been appointed as the Compliance Officer for complying with the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 1992 and the requirements under the Listing Agreement. Name, Designation and Address of Compliance Officer Mr. Paresh N. Vasani Managing Director Circuit Systems (India) Limited, A-1001/1002, Titanium Square, Thaltej Corss Road, S G High Way, Ahmedabad 380 054. Mail : cs@mycsil.com - As per the requirement of Clause 47(f) of the Listing Agreement, the Company has designated the below cited Email Id of grievances redressal division/ Compliance officer exclusively for the purpose of registering complaints by investors. Email ID: cs@mycsil.com The Company has displayed the above sited Email Id and other relevant details on its website and other materials for creating investors awareness - The particulars of Investors grievances received and redressed during the financial year are furnished below: Particulars Received Redressed 1. Non-receipt of Share Certificates after its transfer etc. NIL Nil 2. Non-receipt of Dividend Warrants NIL NIL 3. Non-receipt of Annual Report NIL NIL 4. For Demat NIL NIL 6. Others, Refund of Application Money NIL NIL - The Company has no amount outstanding as non receipt/unclaimed share application money received by the company during IPO and due for refund. Further, the company does not have any amount of unpaid or unclaimed dividend during last financial year. Hence, disclosure required under Section 205C (2) of Companies Act, 1956 read with MCA Notification GSR 352(E) shall be taken as Nil for current year. REMUNERATION COMMITTEE (i) Brief Description of Terms of Reference : Despite being non-mandatory requirement, the Company has set up remuneration committee with the purpose of recommendation of remuneration package for Managing Director and Executive directors including perquisites and other rights after considering the financial position of the Company, experience and past performance of the Directors and review the same from time to time. 14 Annual Report 2013-2014

(ii) Composition of Committee: All the three members of committee are independent and non executive director of the company. The Remuneration Committee was constituted by the Board of Directors at its meeting held on 5 th December, 2005, reconstituted on 28 th July, 2008, on 3 rd December 2008, on 8 February 2012 by passing the Board Resolution as under. Sr. No. Name of the Director Designation Nature of Directorship 1 Mr. Ambalal C. Patel Chairman Independent & Non Executive 2 Mr. Chetankumar Panchal Member Independent & Non Executive 3 Mr. Jayesh H. Shah Member Independent & Non Executive (iii)role of the Committee - To determine the policy on specific remuneration packages for Executive/Whole- time Directors including pension rights and any compensation payments. - Recommends to the Board the remuneration of the Executive Directors in all its forms (i.e. salary, contribution to provident fund, superannuation fund, gratuity, bonus, stock option, compensation for loss of office, other amenities, perquisites etc.). - Takes into account the financial position of the Company, profitability, trend in the industry, appointee s qualification, experience, past performance, past remuneration etc. and brings out objectivity in determining the remuneration package, while striking a balance between company s interest and that of the shareholders. - The remuneration policy is directed towards rewarding performance, based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice. (iv) Meetings and Attendance: During the year under review, two Remuneration committee meetings were held. The attendance of the meetings is as under: No Name of the Members Designation 25/05/2013 23/01/2014 1. Mr. Ambalal C. Patel Chairman Yes Yes 2. Mr. Chetankumar Panchal Member Yes No 3. Mr. Jayesh H. Shah Member Yes Yes (v) Remuneration paid to all directors during year: The Remuneration Committee of the Directors is authorized to decide the remuneration of the Managing Director subject to the approval of Members and Central Government, if required. The remuneration structure of the company comprises salary/ remuneration, perquisites & Allowances etc. Executive and Managing Director The Details of remuneration paid to Managing and Whole-time Directors during the last financial year i.e. from 01/04/2013 to 31/03/2014, are as under: (Amount in INR) Sr. Name of the Director Designation Remuneration Commission Perquisites Stock No. or Performance Options linked Bonus 1. Mr. Paresh N. Vasani Managing Director 3,600,000 Nil Nil Nil Annual Report 2013-2014 15

Terms of Appointment of Managing Director as per resolution passed in Board and General Meeting are as follows: 1. Mr. Paresh N Vasani, Chairman & Managing Director Tenure Five Years w.e.f 1 February 2014. He shall not be liable to retire by rotation during his tenure. Remuneration Sitting Fees Subject to overall limit on remuneration payable to all the managerial personnel taken together, as laid down in the Companies Act, 1956 as amended by Companies Act, 2013, the remuneration payable to Mr. Paresh Vasani shall be 5% of the net profits of the Company, computed in the manner laid down in section 349 of the Companies Act and may or may not comprise salary, allowances and perquisites as may be determined by the Board of Directors from time to time and agreed to by Mr. Paresh Vasani provided that the perquisites shall be evaluated as per Income Tax Act and Rules wherever applicable. The remuneration for a part of the year shall be computed on pro - rata basis. Mr. Paresh Vasani shall not be entitled for any sitting fees. Non Executive and Independent Directors The Company has paid sitting fees to non-executive directors as under for attending Board Meetings during the year ended 31 st March, 2014. Sr. No. Name of the Non-Executive Directors Sitting Fees Paid 1 Mr. Ambalal C. Patel 25,000/- 2 Mr. Jayesh H. Shah 30,000/- 3 Mr. Chetan J Panchal 25,000/- Non-Executive Directors with materially significant related party transactions, pecuniary or business relationship with the Company : There have been no materially significant related party transactions, pecuniary transactions or relationships between the Company and its Non-Executive Directors that may have potential conflict with the interests of the Company at large. As on 31 st March, 2014 the Non-Executive Directors held following no. of shares of the Company. (i) Shareholding of Non-Executive Directors No shares or convertible securities are held by any Non-executive director of the company as on March 31, 2014. The Company has not granted any stock options to any director. GENERAL BODY MEETINGS: (i) The location and time of the last three Annual General Meetings AGM Date Time Venue No. of special resolutions approved 2012-13 24 th July, 2013 04.00 pm B-24, GIDC Electronic Estate, 1 Sector 25, Gandhinagar 2011-12 29 th September, 2012 04.00 p.m. B-24, GIDC Electronic Estate, Nil Sector 25, Gandhinagar 2010-11 29 th September, 2011 04.00 pm B-24, GIDC Electronic Estate, Nil Sector 25, Gandhinagar 16 Annual Report 2013-2014

(ii) Special Resolutions passed at Last Annual General Meetings One special resolution was passed in 18 th Annual General Meetings for transferring registered office of the company from B-24, GIDC Electrical Estate, Sector 25, Gandhinagar 382 044 to A-1001/1002, Titanium Square, Thaltej Cross Road, S G Highway, Ahmedabad 380 054. (iii) Postal Ballot Resolution During the year ended March 31, 2014, the Company has not conducted any postal ballot. (vi) Extra-Ordinary General Meeting No Extra ordinary general meeting was held during financial year 2013-14. (vii) Buy back of shares During the year, the company has bought back 18, 30,984 equity shares having face value of Rs. 10 at buy back price of Rs. 8. The Buy Back was authorized by Board of directors and completed on 31 December 2013. DISCLOSURES (i) There are no materially significant related party transactions i.e transactions with its promoters, directors or management, their subsidiaries or relatives, etc that may have potential conflict with the interest of the Company at large for financial year 2013-14. Transactions with the related parties are disclosed in Note No 28 notes forming part of the Accounts in the Annual Report. The Company s major related party transactions are generally with its Subsidiaries and Associates. The related party transactions are entered into based on considerations of various business exigencies such as synergy in operations, specialization and the Company s long-term strategy for investments, optimization of market share, profitability, legal requirements, liquidity and capital resources of subsidiaries and associates. All related party transactions are negotiated on arms length basis and are intended to further the interests of the Company (ii) There were no instances of non-compliance or penalty, restrictions imposed on the Company by the stock exchanges or SEBI or any other statutory authority on any matters related to Capital Markets, during last three years. (iii) The Company has not denied any person, an access to the Audit Committee. (iv) The Company has complied with all mandatory requirement of clause 49 of the listing agreement. The Company has endeavored to implement non mandatory requirements by constituting remuneration committee. (v) In preparing the Annual Accounts in respect of financial year ended 31 st March 2014 no accounting treatment was different from that prescribed in the Accounting Standards; (vi) There was no security issued and allotted during the year ended 31st March, 2014. MEANS OF COMMUNICATION (i) The Company regularly intimates quarterly unaudited as well as yearly audited financial results to the stock exchanges, immediately after the same are taken on record by the Board. These results are normally published Western Times (English and Gujarati Edition) within 48 Hours. These are not sent individually to the shareholders. (ii) The Company s results, annual reports and official news releases are displayed on the company s website www.mycsil.com. The said company s website also containing basic information about the company includes information about the company s business, financial information, shareholding pattern, compliance with corporate governance, company s director, registrar & transfer agent, contact information of the designated officials of the company who are responsible for assisting and handling investor grievances etc. Annual Report 2013-2014 17